Modification of Listing Rules

MODIFICATIONS TO THE LISTING RULES OF THE STOCK EXCHANGE OF HONG KONG LIMITED (THE "EXCHANGE") AND A CONDITIONAL WAIVER TO ENABLE SBIHOLDINGS, INC (THE "COMPANY") TO HOLD TREASURY SHARES

Terms words used in this document shall have the same meaning as those set out in the Listing Document (as defined below) unless otherwise herein defined.
Reference is made to the waiver (the "Waiver") of the Company applied for and granted by the Exchange in relation to Rule 10.06(5) of the Listing Rules as further described under the section headed "Waivers and Voluntary Measures" - Cancellation of Shares upon Repurchase" on page 101 of the listing document published on 31 March 2011 (the "Listing Document"). The following modifications to the Listing Rules are made pursuant to the granting of the Waiver by the Exchange.

1. CHAPTER 1

1.1 The definition of "market capitalisation" is amended to read: "the market value of the entire size of an issuer, which shall include all classes of securities of the issuer (other than treasury shares), irrespective of whether any such class(es) of securities are unlisted, or listed on other regulated market(s)".

1.2 The definition of "treasury shares" is added to read as such: "shares of an issuer which the issuer has repurchased and holds in treasury as authorised by Article 155 of the Japanese Companies Act (Act No. 86 of 2005, as amended) and the constitutional documents of the issuer".

2. CHAPTER 2

Rule 2.03(4) is amended to read: "all holders of listed securities are treated fairly and equally (disregarding for these purposes the issuer in its capacity as the holder of any treasury shares);"

3. CHAPTER 3

Rule 3.13(1) is amended to read: "holds more than 1% of the total issued share capital (excluding treasury shares) of the listed issuer;"

4. CHAPTER 3A

Rule 3A.23(2) is amended to read: "where a transaction, which might be a notifiable or connected transaction, is contemplated including share issues, disposals of treasury shares out of treasury and share repurchases;"

5. CHAPTER 4

5.1 Rule 4.04

Rule 4.04(8) is amended to read: "the earnings per share (which, for the avoidance of doubt, will not take account of treasury shares) and the basis of computation in respect of each of the financial years referred to in rules 4.04(1) and 4.04(2) except that the accountants´ report need not include this information if, in the opinion of the reporting accountants, such information is not meaningful having regard to the purpose of the accountants´ report or if combined results are presented in accordance with rule 4.09 or if the accountants´ report relates to an issue of debt securities;"

5.2 Rule 4.29(8)

Rule 4.29(8) is amended to read: "Where pro forma earnings per share information is given for a transaction which includes the issue of securities or the disposal of treasury shares out of treasury for cash, the calculation is to be based on the weighted average number of shares outstanding during the period (other than treasury shares), adjusted as if that issue had taken place at the beginning of the period."

6. CHAPTER 6

6.1 Rules 6.03, 6.05 and 6.08

Note (1) to rules 6.03, 6.05 and 6.08 is amended to read: "The Exchange is under an obligation to maintain a orderly and fair market for the trading of all Exchange listed securities and listed securities (other than treasury shares) should be continuously traded save in exceptional circumstances.".

6.2 Rule 6.15

Rule 6.15(1) is amended to read: "after a general offer a right to compulsory acquisition is exercised pursuant to applicable laws and regulations (the requirements of which are, where the issuer is not a company incorporated in Hong Kong, at least as onerous as those applicable if it were) resulting in the acquisition of all the listed securities (other than treasury shares) of the issuer; or".

7. CHAPTER 8

7.1 Rule 8.08

Rule 8.08 is amended by the insertion of note 4 to rule 8.08(1)(b) as follows: "For the purposes of rule 8.08, treasury shares are not taken into consideration when calculating the number of shares of a class of shares in the hands of the public."

8. CHAPTER 10

8.1 Rule 10.01

Rule 10.01 is amended to read: "Normally no more than ten per cent. of the aggregate of any securities being marketed for which listing is sought and/or any Treasury Shares being disposed of (but not any treasury shares being disposed of or transferred out of treasury for the purposes of an employees´ share scheme) may be offered to employees or past employees of the issuer or its subsidiaries."

8.2 Rule 10.06

Rule 10.06(4)(b) is amended to read: "include in its annual report and accounts a monthly breakdown of purchases of shares made during the financial year under review showing the number of shares purchased each month (whether on the Exchange or otherwise), the purchase price per share or the highest and lowest price paid for all such purchases, where relevant, the aggregate price paid by the issuer for such purchases, the number of shares held as treasury shares following such purchases, the number of treasury shares disposed of, transferred or cancelled (on a monthly basis) and the number of treasury shares held following such a disposal, transfer or cancellation (at the end of each month). The directors´ report shall contain reference to the purchases made during the year and the directors reasons for making such purchases."

9. CHAPTER 13

9.1 Rule 13.25A

Rule 13.25A(2) is modified by the insertion of a new sub-paragraph (xi) as follows: "(xi) sale of treasury shares out of treasury or cancellation of treasury shares; or" and the existing rule 13.25A(2)(xi) shall be renumbered as 13.25A(2)(xii) and shall be amended to read "change in issued share capital not falling within any of the categories referred to in rule 13.25A(2)(a)(i) to (xi) or rule 13.25A(2)(b); and", and the "or" at the end of rule 13.25A(2)(a)(x) shall be deleted.

Rule 13.25A(3) is amended by the insertion of the following:

"(a) the event, either individually or when aggregated with any other events described in that rule which have occurred since the listed issuer published its last monthly return under rule 13.25B or last return under this rule 13.25A (whichever is the later), results in a change of 5% or more of the listed issuer´s issued share capital (excluding treasury shares);"

Rule 13.25A(4) is amended by the insertion of the following:

"For the purposes of rule 13.25A(3), the percentage change in the listed issuer´s issued share capital is to be calculated by reference to the listed issuer´s total issued share capital (excluding treasury shares) as it was immediately before the earliest relevant event which has not been disclosed in a monthly return published under rule 13.25B or a return published under this rule 13.25A."

9.2 Rule 13.25B

Rule 13.25B is modified by the insertion of the following: "Such information includes, among other things, the number as at the close of such period of equity securities (including the number of any equity securities held as treasury shares), debt securities and any other securitised instruments, as applicable, issued and which may be issued pursuant to options, warrants, convertible instruments or any other agreements or arrangements. Such information shall also include details of the disposal of treasury shares out of treasury or cancellation of treasury shares."

9.3 Rule 13.28

Rule 13.28 is amended to read: "Where the directors agree to issue securities for cash in accordance with rule 13.36(1)(a) or 13.36(2) or agree to dispose of treasury shares out of treasury for cash other than in connection with an employee share scheme, an issuer shall publish an announcement in accordance with rule 2.07C as soon as possible, but in any event not later than the time that is 30 minutes before the earlier of the commencement of the morning trading session or any pre-opening session on the next Business Day, containing the following information:-

(1) the name of the issuer;

(2) the number, class and aggregate nominal value of the securities agreed to be issued or disposed of out of treasury;

Note: If the issue or disposal out of treasury involves (i) securities convertible into shares of the issuer or (ii) options,warrants or similar rights to subscribe for shares or such convertible securities, the announcement should also contain:

(a) the conversion/subscription price and a summary of the provisions for adjustments of such price and/or number of shares to be issued and all other material terms of the convertible securities or warrants; and

(b) the maximum number of shares that could be issued upon exercise of the conversion/subscription rights.

(3) the total funds to be raised and the proposed use of the proceeds;

(4) the issue/disposal price of each security and the basis for determining the same;

(5) the net price to the issuer of each security;

(6) the reasons for making the issue/disposal;

(7) the names of the allottees/transferees, if less than six in number and, in the case of six or more allottees/transferees, a brief generic description of them. The Exchange reserves the right to require submission of such further information (on an electronic spreadsheet or such other format as it may request) on the allottees/transferees as it may consider necessary for the purpose of establishing their independence, including without limitation details of beneficial ownership;

(8) the market price of the securities concerned on a named date, being the date on which the terms of the issue or disposal out of treasury were fixed;

(9) the total funds raised and a detailed breakdown and description of the funds raised on any issue of equity securities or disposal out of treasury in the 12 months immediately preceding the announcement of the proposed issue of securities, the use of such proceeds, the intended use of any amount not yet utilised and how the issuer has dealt with such amount;

(10) where applicable, the name of the underwriter/placing agent and the principal terms of the underwriting/placing arrangements;

(11) a statement whether the issue or disposal out of treasury is subject to shareholders´approval;

(12) where the securities are issued under a general mandate granted to the directors by the shareholders in accordance with rule 13.36(2)(b), details of the mandate;

(13) where the securities are issued or disposed of out of treasury by way of a rights issue or an open offer, the information set out in paragraph 18 of Appendix 1, Part B;

(14) conditions to which the issue or disposal out of treasury is subject or a negative statement if applicable; and

(15) any other material information with regard to the issue or disposal out of treasury (including any restrictions on the ability of the issuer to issue further securities or dispose out of treasury of treasury shares, or any restrictions on the ability of the allottees/transferees to dispose of shares issued, sold or disposed of to them or any restrictions on the ability of existing shareholders to dispose of their securities arising in connection with the relevant allotment, transfer, sale or disposal)."

9.4 Rule 13.84

Rule 13.84(1) is amended to read: "the IFA group and any director or associate of a director of the independent financial adviser holds, directly or indirectly, in aggregate more than 5% of the issued share capital of the issuer (excluding treasury shares), another party to the transaction".

10. CHAPTER 19B

Rule 19B.06 is amended to read: "Depositary receipts may be issued in respect of newly issued shares, treasury shares disposed of and/or in respect of shares placed with a depositary by existing shareholders provided that the issuer applies to be the issuer of such depositary receipts and assumes the obligations and duties imposed on an issuer by the Exchange Listing Rules. An application for the listing of depositary receipts will not be allowed if the shares which the depositary receipts would represent are already listed on the Exchange and vice versa."

11. APPENDIX 5

The Company will amend the relevant forms contained in Appendix 5 to the Listing Rules to the extent necessary (if at all) as and when it is required to submit such forms pursuant to the Exchange´s Listing Rules.

11.1 Form E

When appropriate The Company will amend paragraph (3) of the sponsor´s declaration as follows: "25% of the total issued share capital of the Issuer (excluding treasury shares) have been placed/will be held in the hands of the public in accordance with rule 8.08...".

11.2 Form F

Paragraph 3 of Form F is amended to read "that...Shares of....(Number & Class)...HK$...Debenture/Loan Stock...Debenture/Notes/Bonds (of which Shares of HK$ were treasury shares which were disposed out of treasury for cash) have been subscribed/purchased for cash and duly allotted/issued/transferred to the subscribers/purchasers (and that the said Shares have been converted into HK$...Stock)."

12. APPENDIX 16

12.1 Paragraph 2(4) of Appendix 16 to the Listing Rules is amended to read: "statement of changes in equity (which, for the avoidance of doubt, will include any changes in respect of treasury shares held by the listed issuer);"

12.2 Paragraph 4(1)(g) of Appendix 16 to the Listing Rules is amended to read: "earnings per share (which, for the avoidance of doubt, will not take account of treasury shares);".

12.3 Paragraph 10(4) of Appendix 16 to the Listing Rules is amended to read: "Any such statement must also distinguish between:

(i) those listed securities which are purchased and cancelled by the listed issuer, those securities which are purchased and held as treasury shares by that issuer and any existing treasury shares cancelled by the issuer; and

(ii) those securities which are purchased by a subsidiary of the listed issuer;"

12.4 Paragraph 11 of Appendix 16 is amended to read: "In the case of any issue for cash of equity securities or disposal of treasury shares made otherwise than to shareholders in proportion to their shareholdings (excluding any transfer of treasury shares for the purposes of an employee share scheme) and which has not been specifically authorised by the shareholders, a listed issuer shall disclose:-

(1) the reasons for making the issue/disposal;

(2) the classes of equity securities issued/disposed of;

(3) as respect each class of equity securities, the number issued/disposed of, their aggregate nominal value;

(4) the issue/disposal price of each security;

(5) the net price to the listed issuer of each security;

(6) the names of the allottees/transferees, if less than six in number, and, in the case of six or more allottees/transferees, a brief generic description of them;

(7) the market price of the securities concerned on a named date, being the date on which the terms of the issue/disposal were fixed; and

(8) the use of the proceeds."

12.5 Paragraph 31(5) of Appendix 16 is amended to read: "a statement of the interests of any of the directors; their associates; or any shareholder (which to the knowledge of the directors owns more than 5% of the listed issuers´ share capital (excluding treasury shares)) in the suppliers or customers disclosed under (1) to (4) above or if there are no such interests a statement to that effect;".

12.6 Paragraph 37(4) of Appendix 16 is amended to read: "a statement of changes in equity (which, for the avoidance of doubt, will include any changes in respect of treasury shares);".